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Compiled from SEC Form N-PX filings and CNB FINANCIAL CORP.’s Form 8-K, filed April 16, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of April 15, 2025: 5 items on CNB FINANCIAL CORP.’s Form 8-K, filed April 16, 2025: 5 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore CNB FINANCIAL CORP. in the interactive database Compare manager voting policies
These tallies are CNB FINANCIAL CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 16, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| The table below sets forth the voting results for this proposal: | 15,236,241 | 221,825 | 80,115 | -- | 1,715,142 | 99% | Approved | — |
| Vote to Approve the CNB Financial Corporation 2025 Omnibus Incentive Plan At the Annual Meeting, the Corporation's shareholders approved the 2025 Plan, as described above in Item 5.02 of this Current Report on Form 8-K. The table below sets forth the voting re | 14,447,598 | 875,073 | 215,510 | -- | 1,715,142 | 94% | Approved | — |
| The table below sets forth the voting results for this proposal: | 14,525,511 | 821,170 | 191,501 | -- | 1,715,141 | 95% | Approved | — |
| The table below sets forth the voting results for this proposal: | 17,124,893 | 29,244 | 99,186 | -- | -- | 99.8% | Approved | — |
| The table below sets forth the voting results for this proposal: | 14,922,328 | 510,654 | 105,198 | -- | 1,715,143 | 97% | Approved | — |
Source: CNB FINANCIAL CORP., Form 8-K, filed with the SEC on April 16, 2025 — read the filing on EDGAR.
Each item below shows how the 171 asset managers that disclosed a CNB FINANCIAL CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CNB FINANCIAL CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 4 wordings of this item as funds reported it.
97% of fund votes cast · no official result
Description as filed by funds: the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint proxy statement/prospectus to serve until the 2028 annual meeting of CNB shareholders or until their respective successors are elected: Deborah Dick Pontzer
The 58 asset managers below reported 5,064,587 for, 158,599 against, 236,459 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 472,180 | 0 | 0 | 0 | For |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 236,459 | 0 | Abstain |
| EA Series Trust | 76,506 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| Equitable | 37,773 | 15,480 | 0 | 0 | Mixed |
| SEI | 0 | 51,922 | 0 | 0 | Against |
| TARGET PORTFOLIO TRUST | 49,599 | 0 | 0 | 0 | For |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 0 | 42,886 | 0 | 0 | Against |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,401 | 3 | 0 | 0 | For |
| Lincoln Financial | 36,080 | 0 | 0 | 0 | For |
| Invesco | 0 | 34,606 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| Prudential/PGIM | 32,096 | 0 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99% of fund votes cast · no official result
Description as filed by funds: the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint proxy statement/prospectus to serve until the 2028 annual meeting of CNB shareholders or until their respective successors are elected: Julie M. Young
The 58 asset managers below reported 5,399,232 for, 60,413 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 472,180 | 0 | 0 | 0 | For |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 236,459 | 0 | 0 | 0 | For |
| EA Series Trust | 76,506 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| Equitable | 37,773 | 15,480 | 0 | 0 | Mixed |
| SEI | 51,922 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 49,599 | 0 | 0 | 0 | For |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 0 | 42,886 | 0 | 0 | Against |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,404 | 0 | 0 | 0 | For |
| Lincoln Financial | 36,080 | 0 | 0 | 0 | For |
| Invesco | 34,606 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| Prudential/PGIM | 32,096 | 0 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99% of fund votes cast · no official result
Description as filed by funds: the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint proxy statement/prospectus to serve until the 2028 annual meeting of CNB shareholders or until their respective successors are elected: Nicholas N. Scott
The 58 asset managers below reported 5,399,150 for, 60,495 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 472,180 | 0 | 0 | 0 | For |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 236,459 | 0 | 0 | 0 | For |
| EA Series Trust | 76,506 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| Equitable | 37,773 | 15,480 | 0 | 0 | Mixed |
| SEI | 51,922 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 49,599 | 0 | 0 | 0 | For |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 0 | 42,886 | 0 | 0 | Against |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,401 | 3 | 0 | 0 | For |
| Lincoln Financial | 36,080 | 0 | 0 | 0 | For |
| Invesco | 34,606 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| Prudential/PGIM | 32,096 | 0 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.
100% of fund votes cast · no official result
Description as filed by funds: a proposal to approve the issuance of common stock, no par value, of CNB ("CNB common stock") pursuant to the Agreement and Plan of Merger (the "merger agreement"), by and among CNB, CNB Bank, a Pennsylvania-chartered nonmember bank and wholly owned subsidiary of CNB ("CNB Bank"), ESSA Bancorp, Inc., a Pennsylvania corporation ("ESSA"), and ESSA Bank & Trust, a Pennsylvania-chartered stock savings bank and wholly-owned subsidiary of ESSA ("ESSA Bank"), dated as of January 9, 2025, pursuant to which (i) ESSA will merge with and into CNB, with CNB as the surviving entity, and (ii) ESSA Bank will merge with and into CNB Bank, with CNB Bank as the surviving entity (the "CNB share issuance proposal");
The 36 asset managers below reported 4,086,726 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 472,180 | 0 | 0 | 0 | For |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 236,459 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Equitable | 53,253 | 0 | 0 | 0 | For |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,404 | 0 | 0 | 0 | For |
| Lincoln Financial | 36,080 | 0 | 0 | 0 | For |
| Invesco | 34,606 | 0 | 0 | 0 | For |
| Prudential/PGIM | 31,370 | 0 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
| Thrivent | 30,702 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 22,845 | 0 | 0 | 0 | For |
| Pacific Life | 21,510 | 0 | 0 | 0 | For |
| Voya | 21,093 | 0 | 0 | 0 | For |
| Brighthouse | 19,909 | 0 | 0 | 0 | For |
| First Trust | 13,101 | 0 | 0 | 0 | For |
| Legg Mason | 10,161 | 0 | 0 | 0 | For |
| Goldman Sachs | 9,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.
100% of fund votes cast · no official result
Description as filed by funds: To approve the issuance of shares of common stock, no par value, of CNB pursuant to the Agreement and Plan of Merger (the "merger agreement"), by and among CNB, CNB Bank, ESSA Bancorp, Inc., ("ESSA"), and ESSA Bank & Trust ("ESSA Bank"), dated as of January 9, 2025, pursuant to which (i) ESSA will merge with and into CNB, with CNB as the surviving entity, and (ii) ESSA Bank will merge with and into CNB Bank, with CNB Bank as the surviving entity (the "CNB share issuance proposal").
The 21 asset managers below reported 1,357,795 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| EA Series Trust | 76,506 | 0 | 0 | 0 | For |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| SEI | 51,922 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 49,599 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 42,886 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 14,043 | 0 | 0 | 0 | For |
| Global X | 11,655 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 10,333 | 0 | 0 | 0 | For |
| John Hancock | 9,551 | 0 | 0 | 0 | For |
| RBC FUNDS TRUST | 8,890 | 0 | 0 | 0 | For |
| Jackson National | 6,129 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 1,526 | 0 | 0 | 0 | For |
| GPS Funds I | 890 | 0 | 0 | 0 | For |
| Allianz | 735 | 0 | 0 | 0 | For |
| Prudential/PGIM | 726 | 0 | 0 | 0 | For |
| Nationwide | 703 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 649 | 0 | 0 | 0 | For |
| WILSHIRE MUTUAL FUNDS INC | 630 | 0 | 0 | 0 | For |
100% of fund votes cast · no official result
The 2 asset managers below reported 15,045 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 13,000 | 0 | 0 | 0 | For |
| GuideStone | 2,045 | 0 | 0 | 0 | For |
99.5% of fund votes cast · no official result
Description as filed by funds: a proposal to approve one or more adjournments of the CNB annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes at the time of the CNB annual meeting, or at an adjournment or postponement of that meeting, to approve the CNB share issuance proposal (the "CNB adjournment proposal").
The 36 asset managers below reported 4,068,566 for, 18,160 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 472,180 | 0 | 0 | 0 | For |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 236,459 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Equitable | 53,253 | 0 | 0 | 0 | For |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,404 | 0 | 0 | 0 | For |
| Lincoln Financial | 20,985 | 15,095 | 0 | 0 | Mixed |
| Invesco | 34,606 | 0 | 0 | 0 | For |
| Prudential/PGIM | 31,370 | 0 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
| Thrivent | 30,702 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 22,845 | 0 | 0 | 0 | For |
| Pacific Life | 21,510 | 0 | 0 | 0 | For |
| Voya | 21,093 | 0 | 0 | 0 | For |
| Brighthouse | 19,909 | 0 | 0 | 0 | For |
| First Trust | 13,101 | 0 | 0 | 0 | For |
| Legg Mason | 10,161 | 0 | 0 | 0 | For |
| Goldman Sachs | 9,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.
94% of fund votes cast · no official result
Description as filed by funds: TO APPROVE ONE OR MORE ADJOURNMENTS OF THE ANNUAL MEETING OF SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANUAL MEETING OF SHAREHOLDERS, OR AT AN ADJOURNMENT OR POSTPONEMENT OF THAT MEETING, TO APPROVE THE CNB SHARE ISSUANCE PROPOSAL.
The 22 asset managers below reported 1,281,368 for, 76,506 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 76,506 | 0 | 0 | Against |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| SEI | 51,922 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 49,599 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 42,886 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 14,043 | 0 | 0 | 0 | For |
| Global X | 11,655 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 10,333 | 0 | 0 | 0 | For |
| John Hancock | 9,551 | 0 | 0 | 0 | For |
| RBC FUNDS TRUST | 8,890 | 0 | 0 | 0 | For |
| Jackson National | 6,129 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 1,526 | 0 | 0 | 0 | For |
| GPS Funds I | 890 | 0 | 0 | 0 | For |
| Allianz | 735 | 0 | 0 | 0 | For |
| Prudential/PGIM | 726 | 0 | 0 | 0 | For |
| Nationwide | 703 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 649 | 0 | 0 | 0 | For |
| WILSHIRE MUTUAL FUNDS INC | 630 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 79 | 0 | 0 | 0 | For |
100% of fund votes cast · no official result
The 2 asset managers below reported 15,045 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 13,000 | 0 | 0 | 0 | For |
| GuideStone | 2,045 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: a proposal to approve the CNB Financial Corporation 2025 Omnibus Incentive Plan (the "CNB incentive plan proposal");
CNB FINANCIAL CORP.’s own tally for this item (“Vote to Approve the CNB Financial Corporation 2025 Omnibus Incentive Plan At the Annual Meeting, the Corporation's shareholders approved the 2025 Plan, as described above in Item 5.02 of this Current Report on Form 8-K. ”): 14,447,598 for, 875,073 against — passed, per its Form 8-K filed April 16, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Vote to Approve the CNB Financial Corporation 2025 Omnibus Incentive Plan At the Annual Meeting, the Corporation's shareholders approved the 2025 Plan, as described above in Item 5.02 of this Current Report on Form 8-K. The table below sets forth the voting results for this propo”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 58 asset managers below reported 4,918,838 for, 540,807 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 0 | 472,180 | 0 | 0 | Against |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 236,459 | 0 | 0 | 0 | For |
| EA Series Trust | 76,506 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| Equitable | 53,253 | 0 | 0 | 0 | For |
| SEI | 51,922 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 0 | 49,599 | 0 | 0 | Against |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 42,886 | 0 | 0 | 0 | For |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,401 | 3 | 0 | 0 | For |
| Lincoln Financial | 36,080 | 0 | 0 | 0 | For |
| Invesco | 34,606 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| Prudential/PGIM | 31,370 | 726 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.
Combines 4 wordings of this item as funds reported it.
87% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: a non-binding advisory resolution to approve the compensation of CNB's named executive officers (the "CNB say-on-pay proposal");
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 0 | 472,180 | 0 | 0 | Against |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 236,459 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Equitable | 53,253 | 0 | 0 | 0 | For |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,404 | 0 | 0 | 0 | For |
| Lincoln Financial | 36,080 | 0 | 0 | 0 | For |
| Invesco | 34,606 | 0 | 0 | 0 | For |
| Prudential/PGIM | 31,370 | 0 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
| Thrivent | 30,702 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 22,845 | 0 | 0 | 0 | For |
| Pacific Life | 13,627 | 7,883 | 0 | 0 | Mixed |
| Voya | 21,093 | 0 | 0 | 0 | For |
| Brighthouse | 19,909 | 0 | 0 | 0 | For |
| First Trust | 13,101 | 0 | 0 | 0 | For |
| Legg Mason | 10,161 | 0 | 0 | 0 | For |
| Goldman Sachs | 9,865 | 0 | 0 | 0 | For |
Fund voting reports, all 36 managers: 3,606,663 for, 480,063 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 0 | 485,209 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 472,942 | 0 | 0 | 0 | For |
| State Street | 412,821 | 0 | 0 | 0 | For |
| Stieven Capital Advisors, L.P. | 291,390 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 209,560 | 0 | 0 | 0 | For |
| AllianceBernstein | 161,680 | 0 | 0 | 0 | For |
| STIFEL NICOLAUS & CO INC \MO\ | 128,528 | 0 | 0 | 0 | For |
| Dimensional | 109,141 | 0 | 0 | 0 | For |
| SEGALL BRYANT & HAMILL, LLC | 97,274 | 0 | 0 | 0 | For |
| AMERIPRISE FINANCIAL INC | 82,149 | 0 | 0 | 0 | For |
| Asset Management One Co., Ltd. | 75,175 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 65,327 | 0 | 0 | 0 | For |
| Two Sigma | 59,795 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 59,343 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 58,415 | 0 | 0 | 0 | For |
| FJ Capital Management LLC | 55,096 | 0 | 0 | 0 | For |
| Nuveen | 46,001 | 0 | 0 | 0 | For |
| Renaissance | 43,982 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 39,907 | 0 | 0 | 0 | For |
| Invesco | 39,416 | 0 | 0 | 0 | For |
| Thrivent | 31,491 | 0 | 0 | 0 | For |
| DAVIS R M INC | 27,147 | 0 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 23,422 | 0 | 0 | 0 | For |
| Voya | 21,093 | 0 | 0 | 0 | For |
| Point72 | 19,342 | 0 | 0 | 0 | For |
Institutional-manager reports, all 69 managers: 2,789,692 for, 492,902 against. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.6% Fund and manager reports combined; may count the same shares twice · no official result
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| EA Series Trust | 76,506 | 0 | 0 | 0 | For |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| SEI | 51,922 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 49,599 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 42,886 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 14,043 | 0 | 0 | 0 | For |
| Global X | 11,655 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 10,333 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 9,761 | 0 | 0 | 0 | For |
| John Hancock | 9,551 | 0 | 0 | 0 | For |
| RBC FUNDS TRUST | 8,890 | 0 | 0 | 0 | For |
| Jackson National | 6,129 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 0 | 1,526 | 0 | 0 | Against |
| GPS Funds I | 890 | 0 | 0 | 0 | For |
| Allianz | 735 | 0 | 0 | 0 | For |
| Prudential/PGIM | 726 | 0 | 0 | 0 | For |
| Nationwide | 703 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 649 | 0 | 0 | 0 | For |
| WILSHIRE MUTUAL FUNDS INC | 630 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 79 | 0 | 0 | 0 | For |
Fund voting reports, all 23 managers: 1,366,109 for, 1,526 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Wellington | 759,993 | 0 | 0 | 0 | For |
| BlackRock | 744,912 | 0 | 0 | 0 | For |
| Davis Asset Management, L.P. | 700,000 | 0 | 0 | 0 | For |
| CNB Bank | 301,166 | 0 | 2,064 | 0 | For |
| Northern Trust | 164,182 | 0 | 0 | 0 | For |
| MALTESE CAPITAL MANAGEMENT LLC | 145,600 | 0 | 0 | 0 | For |
| WEALTH ENHANCEMENT ADVISORY SERVICES, LLC | 118,576 | 0 | 0 | 0 | For |
| Siena Capital Partners GP, LLC | 100,000 | 0 | 0 | 0 | For |
| Elizabeth Park Capital Advisors, Ltd. | 66,458 | 0 | 0 | 0 | For |
| Charles Schwab | 58,458 | 0 | 0 | 0 | For |
| LSV ASSET MANAGEMENT | 57,961 | 0 | 0 | 0 | For |
| Prudential/PGIM | 53,691 | 0 | 0 | 0 | For |
| SEI | 52,151 | 0 | 0 | 0 | For |
| EMERALD MUTUAL FUND ADVISERS TRUST | 42,886 | 0 | 0 | 0 | For |
| Fourthstone LLC | 36,571 | 0 | 0 | 0 | For |
| HM PAYSON & CO | 27,551 | 0 | 0 | 0 | For |
| STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM | 13,001 | 0 | 0 | 0 | For |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 10,563 | 0 | 0 | 0 | For |
| WASHINGTON STATE INVESTMENT BOARD | 10,521 | 0 | 0 | 0 | For |
| BEESE FULMER INVESTMENT MANAGEMENT, INC. | 9,400 | 0 | 0 | 0 | For |
| NEW YORK STATE COMMON RETIREMENT FUND | 0 | 7,873 | 0 | 0 | Against |
| CONNORS INVESTOR SERVICES INC | 5,160 | 0 | 0 | 0 | For |
| RiverFront Investment Group, LLC | 5,039 | 0 | 0 | 0 | For |
| BANK OF AMERICA NA | 4,118 | 0 | 0 | 0 | For |
| Janney Montgomery Scott LLC | 3,971 | 0 | 0 | 0 | For |
Institutional-manager reports, all 59 managers: 3,515,205 for, 17,425 against, 2,064 abstained. Showing the 25 largest; see all in the interactive database.
100% Fund and manager reports combined; may count the same shares twice · no official result
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 13,000 | 0 | 0 | 0 | For |
| GuideStone | 2,045 | 0 | 0 | 0 | For |
Fund voting reports, all 2 managers: 15,045 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 126,552 | 0 | 0 | 0 | For |
| Cornerstone Investment Partners, LLC | 6,271 | 0 | 0 | 0 | For |
| TD Waterhouse Canada Inc. | 3,825 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 136,648 for.
100% of fund votes cast · no official result
Description as filed by funds: a proposal to ratify the appointment of Forvis Mazars, LLP as CNB's independent registered public accounting firm for the fiscal year ending December 31, 2025 (the "CNB auditor ratification proposal"); and
The 36 asset managers below reported 4,086,726 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,099,479 | 0 | 0 | 0 | For |
| Dimensional | 896,485 | 0 | 0 | 0 | For |
| American Century | 472,180 | 0 | 0 | 0 | For |
| Fidelity | 418,873 | 0 | 0 | 0 | For |
| Royce | 300,897 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 236,459 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 65,500 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 64,300 | 0 | 0 | 0 | For |
| Equitable | 53,253 | 0 | 0 | 0 | For |
| WisdomTree | 46,096 | 0 | 0 | 0 | For |
| TIAA | 45,735 | 0 | 0 | 0 | For |
| Principal | 40,400 | 0 | 0 | 0 | For |
| State Street | 36,404 | 0 | 0 | 0 | For |
| Lincoln Financial | 36,080 | 0 | 0 | 0 | For |
| Invesco | 34,606 | 0 | 0 | 0 | For |
| Prudential/PGIM | 31,370 | 0 | 0 | 0 | For |
| Northern Trust | 30,727 | 0 | 0 | 0 | For |
| Thrivent | 30,702 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 22,845 | 0 | 0 | 0 | For |
| Pacific Life | 21,510 | 0 | 0 | 0 | For |
| Voya | 21,093 | 0 | 0 | 0 | For |
| Brighthouse | 19,909 | 0 | 0 | 0 | For |
| First Trust | 13,101 | 0 | 0 | 0 | For |
| Legg Mason | 10,161 | 0 | 0 | 0 | For |
| Goldman Sachs | 9,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.
100% of fund votes cast · no official result
Description as filed by funds: TO RATIFY FORVIS MAZARS, LLP AS CNB'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
The 22 asset managers below reported 1,357,874 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 934,372 | 0 | 0 | 0 | For |
| EA Series Trust | 76,506 | 0 | 0 | 0 | For |
| Charles Schwab | 58,442 | 0 | 0 | 0 | For |
| SEI | 51,922 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 49,599 | 0 | 0 | 0 | For |
| JPMorgan | 43,849 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 42,886 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 33,759 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 14,043 | 0 | 0 | 0 | For |
| Global X | 11,655 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 10,333 | 0 | 0 | 0 | For |
| John Hancock | 9,551 | 0 | 0 | 0 | For |
| RBC FUNDS TRUST | 8,890 | 0 | 0 | 0 | For |
| Jackson National | 6,129 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 1,526 | 0 | 0 | 0 | For |
| GPS Funds I | 890 | 0 | 0 | 0 | For |
| Allianz | 735 | 0 | 0 | 0 | For |
| Prudential/PGIM | 726 | 0 | 0 | 0 | For |
| Nationwide | 703 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 649 | 0 | 0 | 0 | For |
| WILSHIRE MUTUAL FUNDS INC | 630 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 79 | 0 | 0 | 0 | For |
100% of fund votes cast · no official result
The 2 asset managers below reported 15,045 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 13,000 | 0 | 0 | 0 | For |
| GuideStone | 2,045 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 21,235,503 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 5.18% |
| 2 | BlackRock | 4.40% |
| 3 | Dimensional | 4.22% |
| 4 | American Century | 2.22% |
| 5 | Fidelity | 1.97% |
| 6 | Royce | 1.42% |
| 7 | Columbia Threadneedle | 1.11% |
| 8 | EA Series Trust | 0.36% |
| 9 | HOTCHKIS & WILEY FUNDS /DE/ | 0.31% |
| 10 | BRIDGEWAY FUNDS INC | 0.30% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | American Century | 2.28% |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 2.23% |
| 3 | State Street | 1.94% |
| 4 | Stieven Capital Advisors, L.P. | 1.37% |
| 5 | HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 0.99% |
| 6 | AllianceBernstein | 0.76% |
| 7 | STIFEL NICOLAUS & CO INC \MO\ | 0.61% |
| 8 | Dimensional | 0.51% |
| 9 | SEGALL BRYANT & HAMILL, LLC | 0.46% |
| 10 | AMERIPRISE FINANCIAL INC | 0.39% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 8.33% | 13F |
| Vanguard Group | 5.22% | 13F |
| Dimensional Fund Advisors | 4.90% | 13F |
| Wellington Management | 4.10% | 13F |
| Geode Capital | 2.27% | 13F |
| State Street | 2.04% | 13F |
| Northern Trust | 0.94% | 13F |
| JPMorgan Chase | 0.85% | 13F |
| Morgan Stanley | 0.75% | 13F |
| Jeffrey S. Powell | 0.67% | DEF14A |
Percentages above are of 21,235,503 shares outstanding, as reported by CNB FINANCIAL CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CNB FINANCIAL CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At CNB FINANCIAL CORP.'s shareholder meeting held April 15, 2025, in the 2024-2025 proxy season, 171 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,559 separate fund positions. Their filings are grouped here into 16 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. CNB FINANCIAL CORP.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — a non-binding advisory resolution to approve the compensation of CNB's named executive officers… — the reporting funds and managers cast 87% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.
CNB FINANCIAL CORP. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.